Exhibit 4.3


 


REGISTRATION RIGHTS AGREEMENT


 


Dated as of April 5, 2004


 


by and between


 


KERZNER INTERNATIONAL LIMITED


 


and


 


DEUTSCHE BANK SECURITIES INC.,

as Representative of the Initial Purchasers


 


 


2.375% Convertible Senior
Subordinated Notes Due 2024


 

















 


TABLE OF
CONTENTS


 


	
  1.

  	
  Definitions.

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Shelf Registration.

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Additional Interest.

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Registration Procedures.

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Registration Expenses.

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Indemnification.

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Rules 144 and 144A.

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Underwritten Registrations.

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Miscellaneous.

  	
   

  



 


i

















 


REGISTRATION
RIGHTS AGREEMENT


 


This
Registration Rights Agreement (this “Agreement”) is dated as of April 5,
2004, by and between Kerzner International Limited, an international business
company organized under the laws of the Commonwealth of The Bahamas (the “Company”),
and Deutsche Bank Securities Inc., as representative of the Initial Purchasers
(collectively, the “Initial Purchasers”) under the Purchase Agreement
(as defined below).


 


This Agreement
is entered into in connection with that certain Purchase Agreement, dated March
30, 2004 (the “Purchase Agreement”), by and between the Company and the
Initial Purchasers, which provides for the sale by the Company to the Initial
Purchasers of $200,000,000 aggregate principal amount of the Company’s 2.375%
Convertible Senior Subordinated Notes Due 2024 (the “Firm Notes”), plus
up to an additional $30,000,000 aggregate principal amount of the same which
the Initial Purchasers may subsequently elect to purchase pursuant to the terms
of the Purchase Agreement (the “Option Notes” and, together with the
Firm Notes, the “Notes”), which are convertible into the Ordinary
Shares, par value $0.001 per share, of the Company (the “Underlying Shares”).  The Notes are being issued pursuant to an
Indenture dated as of the date hereof (the “Indenture”), by and between
the Company and The Bank of New York, as Trustee.


 


In order to
induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide the registration rights set forth in this Agreement for
the benefit of the Initial Purchasers and subsequent holders of the Notes or
Underlying Shares as provided herein. 
The execution and delivery of this Agreement is a condition to the
Initial Purchasers’ obligation to purchase the Firm Notes under the Purchase
Agreement.  Terms not otherwise defined
herein shall have the meanings set forth in the Purchase Agreement.


 


The parties
hereto hereby agree as follows:


 


1.             Definitions.  As used in this Agreement, the following
terms shall have the following meanings:


 


“Additional
Interest”:  See Section 3(a) hereof.


 


“Additional
Interest Payment Date”:  See Section
3(c) hereof.


 


“Agreement”:  See the first introductory paragraph hereto.


 


“Amendment
Effectiveness Deadline Date”:  See
Section 2(d)(i) hereof.


 


“Amount of
Registrable Securities”: (a) With respect to Notes constituting Registrable
Securities, the aggregate principal amount of all such Notes then outstanding,
(b) with respect to Underlying Shares constituting Registrable Securities, the
aggregate number of such Underlying Shares outstanding multiplied by the
Conversion Price (as defined in the Indenture) in effect at the time of
computing the Amount of Registrable Securities or, if no Notes are then
outstanding, the Conversion Price shall be calculated as if the Notes were
continuously


 

















 


outstanding to
the date of calculation, giving effect to any adjustments to the Conversion
Price set forth in the Indenture as if the Indenture continued to be in effect,
and (c) with respect to combinations thereof, the sum of (a) and (b) for the
relevant Registrable Securities.


 


“Business
Day”:  Any day that is not a
Saturday, Sunday or a day on which banking institutions in the City of New York
are authorized or required by law or executive order to be closed.


 


“Closing
Date”:  April 5, 2004.


 


“Company”:  See the first introductory paragraph hereto.


 


“Controlling
Person”:  See Section 6 hereof.


 


 “Deferral Period”:  See Section 3(b) hereof.


 


“Depositary”:  The Depository Trust Company until a
successor is appointed by the Company.


 


“Designated
Counsel”:  One nationally recognized
firm of counsel experienced in securities laws matters chosen by the Holders of
a majority in Amount of Registrable Securities to be included in a Registration
Statement for a Shelf Registration, with the consent of the Company (which
consent will not be unreasonably withheld).


 


“Effectiveness
Date”:  The 225th day
after the Closing Date.


 


“Effectiveness
Period”:  See Section 2(a) hereof.


 


“Exchange
Act”:  The Securities Exchange Act
of 1934, as amended, and the rules and regulations of the SEC promulgated
thereunder.


 


“Filing
Date”:  The 90th day
after the Closing Date.


 


“Firm Notes”:  See the second introductory paragraph
hereto.


 


“Holder”:  Any beneficial owner from time to time of
Registrable Securities.


 


“Indemnified
Holder”:  See Section 6 hereof.


 


“Indemnified
Person”:  See Section 6 hereof.


 


“Indemnifying
Person”:  See Section 6 hereof.


 


“Indenture”:  See the second introductory paragraph
hereto.


 


“Initial
Purchasers”:  See the first
introductory paragraph hereto.


 


“Initial
Shelf Registration”:  See Section
2(a) hereof.


 


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“Inspectors”:  See Section 4(k) hereof.


 


“Notes”:  See the second introductory paragraph
hereto.


 


“Notice and
Questionnaire”: means a written notice delivered to the Company containing
substantially the information called for by the Form of Selling Securityholder
Notice and Questionnaire attached as Appendix A to the Offering Memorandum of
the Company relating to the Notes.


 


“Option
Notes”:  See the second introductory
paragraph hereto.


 


“Person”:
An individual, partnership, corporation, limited liability company,
unincorporated association, trust or joint venture, or a governmental agency or
political subdivision thereof.


 


“Prospectus”:
The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes
any information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A promulgated under the
Securities Act), as amended or supplemented by any prospectus supplement, and
all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed
to be incorporated by reference in such Prospectus.


 


“Purchase
Agreement”:  See the second
introductory paragraph hereto.


 


“Records”:  See Section 4(k) hereof.


 


“Registrable
Securities”:  All Notes and all Underlying
Shares upon original issuance thereof and at all times subsequent thereto until
the earliest to occur of (i) a Registration Statement covering such Notes and
Underlying Shares having been declared effective by the SEC and such Notes or
Underlying Shares having been disposed of in accordance with such effective
Registration Statement, (ii) such Notes or Underlying Shares having been sold
in compliance with Rule 144 or being able to (except with respect to affiliates
of the Company within the meaning of the Securities Act) be sold in compliance
with Rule 144(k), or (iii) such Notes or Underlying Shares ceasing to be
outstanding.


 


“Registration
Default”:  See Section 3(a) hereof.


 


“Registration
Statement”: Any registration statement of the Company filed with the SEC
pursuant to the provisions of this Agreement, including the Prospectus,
amendments and supplements to such registration statement, including
post-effective amendments, all exhibits and all documents incorporated by
reference or deemed to be incorporated by reference in such registration
statement.


 


“Rule 144”:
Rule 144 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule (other than Rule 144A) or regulation
hereafter adopted by the SEC providing for offers and sales of securities made
in compliance therewith resulting in offers and sales by subsequent holders
that are not affiliates of an issuer of such


 


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securities
being free of the registration and prospectus delivery requirements of the
Securities Act.


 


“Rule 144A”:
Rule 144A promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144) or regulation
hereafter adopted by the SEC.


 


“Rule 415”:
Rule 415 promulgated under the Securities Act, as such Rule may be amended from
time to time, or any similar rule or regulation hereafter adopted by the SEC.


 


“SEC”:  The U.S. Securities and Exchange Commission.


 


“Securities
Act”:  The Securities Act of 1933,
as amended, and the rules and regulations of the SEC promulgated thereunder.


 


“Selling
Holder”: On any date, any Holder that has delivered a Notice and
Questionnaire to the Company on or prior to such date.


 


“Shelf
Registration”:  See Section 2(b)
hereof.


 


“Shelf
Registration Statement”:  See
Section 2(b) hereof.


 


“Subsequent
Shelf Registration”:  See Section
2(b) hereof.


 


“TIA”:  The Trust Indenture Act of 1939, as amended,
and the rules and regulations of the SEC promulgated thereunder.


 


“Trustee”:  The Trustee under the Indenture.


 


“Underlying
Shares”:  See the second
introductory paragraph hereto.


 


“Underwritten
Registration” or “Underwritten Offering”: A registration in which
Registrable Securities are sold to an underwriter for reoffering to the public.


 


2.             Shelf Registration.


 


(a)           Shelf Registration.  The Company shall file with the SEC a
Registration Statement for an offering to be made on a continuous basis
pursuant to Rule 415 covering all of the Registrable Securities (the “Initial
Shelf Registration”) on or prior to the Filing Date.


 


The Initial
Shelf Registration shall be on Form F-3 or another appropriate form permitting
registration of the Registrable Securities for resale by Holders in the manner
or manners designated by them (excluding Underwritten Offerings) and set forth
in the Initial Shelf Registration.  The
Company shall not permit any securities other than the Registrable Securities
to be included in the Initial Shelf Registration or any Subsequent Shelf
Registration (as defined below). 
Notwithstanding the foregoing, the Company may use an existing shelf
Registration Statement for the Initial Shelf Registration, if permitted by the
Securities Act; provided, that,


 


4

















 


such shelf
Registration Statement shall at all times have sufficient availability to
register the resale of all Registrable Securities.


 


The Company
shall use its commercially reasonable efforts to cause the Initial Shelf
Registration to be declared effective under the Securities Act on or prior to
the Effectiveness Date and to keep the Initial Shelf Registration continuously
effective under the Securities Act until the date (A) that is two years after
the Closing Date, or if later, the date on which the Option Notes were issued,
(such period, as it may be shortened pursuant to clauses (i), (ii) or (iii)
immediately following, the “Effectiveness Period”), or such shorter
period ending when (i) all of the Registrable Securities covered by the Initial
Shelf Registration have been sold in the manner set forth and as contemplated
in the Initial Shelf Registration, (ii) the date on which all the Registrable
Securities (x) held by Persons who are not affiliates of the Company may be
resold pursuant to Rule 144(k) under the Securities Act or (y) cease to be
outstanding, (iii) all the Registrable Securities have been resold pursuant to
Rule 144 under the Securities Act or (B) a Subsequent Shelf Registration
covering all of the Registrable Securities has been declared effective under
the Securities Act.


 


(b)           Subsequent Shelf Registrations.  If the Initial Shelf Registration ceases to
be effective for any reason at any time during the Effectiveness Period (other
than because of the sale of all of the Registrable Securities registered
thereunder), the Company shall use its commercially reasonable efforts to
obtain the prompt withdrawal of any order suspending the effectiveness thereof,
and in any event shall within 45 days of such cessation of effectiveness amend
the Initial Shelf Registration in a manner reasonably expected by the Company
to obtain the withdrawal of the order suspending the effectiveness thereof, or
file an additional “shelf” Registration Statement pursuant to Rule 415 covering
all of the Registrable Securities (a “Subsequent Shelf Registration”).  If a Subsequent Shelf Registration is filed,
the Company shall use its commercially reasonable efforts to cause the
Subsequent Shelf Registration to be declared effective under the Securities Act
as soon as practicable after such filing (or if filed during a Deferral Period,
after expiration of such Deferral Period) and to keep such Registration
Statement continuously effective for the balance of the Effectiveness
Period.  As used herein, the term “Shelf
Registration” means the Initial Shelf Registration or any Subsequent Shelf
Registration and the term “Shelf Registration Statement” means any
Registration Statement filed in connection with a Shelf Registration.


 


(c)           Supplements and Amendments.  The Company shall promptly supplement and
amend a Shelf Registration if required by the rules, regulations or
instructions applicable to the registration form used for such Shelf
Registration, if required by the Securities Act.


 


(d)           Notice and Questionnaire.  Each Holder agrees that if such Holder
wishes to sell Registrable Securities pursuant to a Shelf Registration
Statement and related Prospectus, it will do so only in accordance with this
Section 2(d) and Section 4(a) hereof. 
Each Holder wishing to sell Registrable Securities pursuant to a Shelf
Registration Statement and related Prospectus when the Initial Shelf
Registration Statement first becomes effective agrees to deliver a Notice and
Questionnaire to the Company at least five (5) Business Days prior to the date
that the Initial Shelf Registration is declared effective under the Securities
Act.  From and after the date the
Initial Shelf Registration Statement is declared effective, the Company shall,
as promptly as practicable after the date a fully completed and legible Notice
and


 


5

















 


Questionnaire, together with such other
information as the Company may reasonably request, is received by the Company,
and in any event upon the later of (x) twenty (20) days after such date or (y)
ten (10) Business Days after the expiration of any Deferral Period in effect
when the Notice and Questionnaire is received by the Company:


 


(i)            if required by
applicable law, file with the SEC a post-effective amendment to the Shelf
Registration Statement  or a Subsequent
Shelf Registration or prepare and, if required by applicable law, file a
supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other required document
so that the Holder delivering such Notice and Questionnaire is named as a
selling securityholder in the Shelf Registration Statement and the related
Prospectus in such a manner as to permit such Holder to deliver such Prospectus
to purchasers of the Registrable Securities (subject to the rights of the
Company under Section 3(b) to create a Deferral Period) in accordance with
applicable law and, if the Company shall file a post-effective amendment to the
Shelf Registration Statement, use its commercially reasonable efforts to cause
such post-effective amendment to be declared effective under the Securities Act
as promptly as practicable, but in any event by the date (the “Amendment
Effectiveness Deadline Date”) that is forty-five (45) days after the date
such post-effective amendment is required by this clause to be filed;


 


(ii)           provide such Holder
copies of any documents filed pursuant to Section 2(d)(i); and


 


(iii)          notify such Holder
as promptly as practicable after the effectiveness under the Securities Act of
any post-effective amendment filed pursuant to Section 2(d)(i); provided
that if such Notice and Questionnaire is delivered during a Deferral Period,
the Company shall so inform the Holder delivering such Notice and Questionnaire
and shall take the actions set forth in clauses (i), (ii) and (iii) above upon
expiration of the Deferral Period. 
Notwithstanding anything contained herein to the contrary, (A) the
Company shall be under no obligation to name any Holder that has not delivered
a fully complete and legible Notice and Questionnaire to the Company, together
with such other information as the Company may reasonably request, in
accordance with this Section 2(d) and (B) the Amendment Effectiveness Deadline
Date shall be extended by up to ten (10) Business Days from the expiration of a
Deferral Period (and the Company shall incur no obligation to pay Additional
Interest during such extension) if such Deferral Period shall be in effect on
the Amendment Effectiveness Deadline Date.


 


3.             Additional Interest.


 


(a)           The Company and the Initial
Purchasers agree that the Holders of Registrable Securities will suffer damages
if the Company fails to fulfill its obligations under Section 2 hereof and that
it would not be feasible to ascertain the extent of such damages with
precision.  Accordingly, the Company
agrees to pay Additional Interest on the Registrable


 


6

















 


Securities (“Additional Interest”)
under the circumstances and to the extent set forth below (each of which shall
be given independent effect; each a “Registration Default”):


 


(i)            if the Initial
Shelf Registration is not filed on or prior to the Filing Date, then commencing
on the day after the Filing Date, Additional Interest shall accrue on the
Registrable Securities at a rate of 0.50% per annum on the Amount of
Registrable Securities;


 


(ii)           if a Shelf
Registration is not declared effective by the SEC on or prior to the
Effectiveness Date, then commencing on the day after the Effectiveness Date,
Additional Interest shall accrue on the Registrable Securities at a rate of
0.50% per annum on the Amount of Registrable Securities;


 


(iii)          if a Shelf
Registration has been declared effective and such Shelf Registration ceases to
be effective at any time during the Effectiveness Period (other than as
permitted under Section 3(b)), then commencing on the day after the date such
Shelf Registration ceases to be effective, Additional Interest shall accrue on
the Registrable Securities at a rate of 0.50% per annum on the Amount of
Registrable Securities;


 


(iv)          if any
post-effective amendment filed pursuant to Section 2(d)(i) has not become
effective under the Securities Act on or prior to the Amendment Effectiveness
Deadline Date, then commencing on the day after the Amendment Effectiveness
Deadline Date, Additional Interest shall accrue solely on the Registrable
Securities that are registered by such post-effective amendment at a rate of
0.50% per annum on such Amount of Registrable Securities; and


 


(v)           if the aggregate
duration of Deferral Periods in any period exceeds the number of days permitted
in respect of such period pursuant to Section 3(b), then commencing on the day
that caused the limit on the aggregate duration of Deferral Periods to be
exceeded, Additional Interest shall accrue on the Registrable Securities at a
rate of 0.50% per annum on the Amount of Registrable Securities;


 


provided that
Additional Interest on the Registrable Securities may not accrue under more
than one of the foregoing clauses (i), (ii), (iii), (iv) and (v) at any one
time; and provided
further that (1) upon the filing of the Initial Shelf Registration
as required hereunder (in the case of clause (a)(i) of this Section 3), (2)
upon the effectiveness of a Shelf Registration as required hereunder (in the
case of clause (a)(ii) of this Section 3), (3) upon the effectiveness of a
Shelf Registration which had ceased to remain effective (in the case of clause
(a)(iii) of this Section 3), (4) upon the effectiveness of a post-effective
amendment as required hereunder (in the case of clause (a)(iv) of this Section
3), or (5) upon the termination of the Deferral Period that caused the limit on
the aggregate duration of Deferral Periods to be exceeded (in the case of
clause (a)(v) of this Section 3), Additional Interest on the Registrable
Securities as a result of such clause shall cease to accrue.  It is understood and agreed that, notwithstanding any provision to the contrary,
no Additional Interest shall accrue on any Registrable Securities that are then
covered by, and may be sold under, an effective Shelf Registration
Statement.  Notwithstanding the
foregoing, no


 


7

















 


Additional
Interest shall accrue as to a security from and after the earlier of (x) the
date such security ceases to be a Registrable Security and (y) expiration of
the Effectiveness Period.


 


(b)           Notwithstanding Section 3(a), the
Company, upon written notice to the Holders, shall be permitted to suspend the
availability of a Registration Statement covering the Registrable Securities
for any bona fide reason whatsoever for up to 30 consecutive days (the “Deferral
Period”) in any 90-day period without being obligated to pay Additional
Interest; provided that in the
event the suspension relates to a previously undisclosed proposed or pending
material business transaction, the disclosure of which the Company determines
in good faith would be reasonably likely to impede the Company’s ability to
consummate such transaction, the Company may extend a Deferral Period from 30
days to 45 days without being obligated to pay Additional Interest; provided further that Deferral Periods may
not total more than 105 days in the aggregate in any twelve-month period.  The Company shall not be required to specify
in the written notice to the Holders the nature of the event giving rise to the
Deferral Period.


 


(c)           So long as Notes remain outstanding,
the Company shall notify the Trustee within five Business Days after each and
every date on which an event occurs in respect of which Additional Interest are
required to be paid.  Any amounts of
Additional Interest due pursuant to clause (a)(i), (a)(ii), (a)(iii), (a)(iv)
or (a)(v) of this Section 3 will be payable in cash semi-annually on April 15
and October 15 of each year (each, a “Additional Interest Payment Date”),
commencing with the first such Additional Interest Payment Date occurring after
any such Additional Interest commences to accrue, to Holders to whom regular
interest is payable on the Additional Interest Payment Date, with respect to
Notes that are Registrable Securities, and to Persons that are registered
Holders on April 1 or October 1 immediately prior to a Additional Interest
Payment Date with respect to Underlying Shares that are Registrable Securities,
provided that any Additional
Interest accrued with respect to any Note or portion thereof called for
redemption by the Company on a redemption date or converted into Underlying
Shares on a conversion date prior to the Additional Interest Payment Date,
shall, in any such event, be paid instead to the Holder who submitted such Note
or portion thereof for redemption or conversion on the applicable redemption
date or conversion date, as the case may be, on such date (or promptly
following the conversion date, in the case of conversion).  The amount of Additional Interest for
Registrable Securities will be determined by multiplying the applicable rate of
Additional Interest by the Amount of Registrable Securities outstanding on the
first Additional Interest Payment Date following such Registration Default in
the case of the first such payment of Additional Interest with respect to a
Registration Default (and thereafter at the next succeeding Additional Interest
Payment Date until the cure of such Registration Default), multiplied by a
fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360-day
year comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.  The parties agree that the sole remedy for a
violation of the terms of this Agreement with respect to which Additional
Interest are expressly provided shall be such Additional Interest.


 


8

















 


4.             Registration Procedures.


 


In connection with its registration obligations pursuant to Section 2
hereof, the Company shall:


 


(a)           Prepare and file with the SEC, on or prior to the
Filing Date, a Registration Statement or Registration Statements as prescribed
by Section 2 hereof, and use its commercially reasonable efforts to cause each
such Registration Statement to become effective and remain effective as
provided herein;  provided that before filing any Registration
Statement or Prospectus or any amendments or supplements thereto, the Company
shall, if requested, furnish to and afford the Initial Purchasers a reasonable
opportunity to review copies of all such documents proposed to be filed (in
each case, where possible, at least three Business Days prior to such filing,
or such later date as is reasonable under the circumstances) and use reasonable
efforts to reflect in each such document when so filed reasonable comments of
the Initial Purchasers.


 


(b)           Prepare and file with the SEC such
amendments and post-effective amendments to each Shelf Registration, as may be
necessary to keep such Registration Statement continuously effective for the
Effectiveness Period; cause the related Prospectus to be supplemented by any
prospectus supplement required by applicable law, and as so supplemented to be
filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act applicable to it with respect to the disposition of all
Registrable Securities covered by such Registration Statement during the
Effectiveness Period in accordance with the intended methods of distribution
set forth in such Registration Statement as so amended or in such Prospectus as
so supplemented.


 


(c)           Notify the Selling Holders and
Designated Counsel, if any, promptly, (i) when a Prospectus or any prospectus
supplement or post-effective amendment to a Registration Statement has been
filed, and, with respect to a Registration Statement or any post-effective
amendment, when the same has become effective under the Securities Act
(including in such notice a written statement that any Holder may, upon
request, obtain, at the sole expense of the Company, one conformed copy of such
Registration Statement or post-effective amendment, including financial
statements and schedules, documents incorporated or deemed to be incorporated
by reference and exhibits), (ii) of the issuance by the SEC of any stop order
suspending the effectiveness of a Registration Statement or of any order
preventing or suspending the use of any Prospectus or the initiation of any
proceedings for that purpose, (iii) of the happening of any event, the
existence of any condition or any information becoming known but not the nature
or details concerning such event, condition or information that makes any
statement made in such Registration Statement or related Prospectus or any
document incorporated or deemed to be incorporated therein by reference untrue
in any material respect or that requires the making of any changes in or
amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and that in the case of the Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in the


 


9

















 


light of the circumstances under which they
were made, not misleading (provided, however, that no notice of the Company
pursuant to this clause (iii) shall be required in the event  that the Company promptly files a prospectus
supplement to update the Prospectus or a Current Report on Form 6-K or other
appropriate Exchange Act report that is incorporated by reference into the
Registration Statement, which, in either case, contains the requisite
information with respect to such event, condition or information that results
in such Registration Statement no longer containing any untrue statement of a
material fact or omitting to state a material fact necessary to make the
statements contained therein not misleading) and (iv) of the Company’s
determination that a post-effective amendment to a Registration Statement would
be appropriate, any of which notices pursuant to clauses (ii), (iii) or (iv),
may in any case, at the discretion of the Company state that it constitutes a
notice of deferral under Section 3(b) hereof.


 


(d)           Use its commercially reasonable
efforts to prevent the issuance of any order suspending the effectiveness of a
Registration Statement or of any order preventing or suspending the use of a
Prospectus and, if any such order is issued, to use its commercially reasonable
efforts to obtain the withdrawal of any such order at the earliest possible moment
or if any such order or suspension is during any Deferral Period, at the
earliest possible time after such Deferral Period ends, and provide prompt
notice to the Selling Holders of the withdrawal of any such order.


 


(e)           Furnish as promptly as reasonably
practicable after the filing of such documents with the SEC to each Selling
Holder and Designated Counsel, if any, upon request and at the sole expense of
the Company, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and all documents incorporated or deemed to be
incorporated therein by reference and all exhibits; provided, that, if
expressly agreed to by a Selling Holder, the Company may satisfy such delivery
requirements by delivering electronic copies of such documents to addresses
designated by such Selling Holder.


 


(f)            Deliver during the Effectiveness
Period (except during any Deferral Period) to each Selling Holder and
Designated Counsel, if any, at the sole expense of the Company, as many copies
of the Prospectus (including each form of preliminary prospectus) and each
amendment or supplement thereto and any documents incorporated by reference
therein as such Persons may reasonably request; provided, that, if
expressly agreed to by a Selling Holder, the Company may satisfy such delivery
requirements by delivering electronic copies of such documents to addresses
designated by such Selling Holder; and, subject to Sections 4A(a) and 4A(c) hereof,
the Company hereby consents (except during any Deferral Period) to the use of
such Prospectus and each amendment or supplement thereto by each of the Selling
Holders of Registrable Securities and dealers, if any, in connection with the
offering and sale of the Registrable Securities covered by such Prospectus and
any amendment or supplement thereto in the manner set forth therein.


 


(g)           Cause the Company’s counsel to
perform Blue Sky law investigations and to file registrations and
qualifications required to be filed in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities or offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Selling Holder reasonably
requests, use its commercially reasonable


 


10

















 


efforts to keep each such registration or
qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective in connection with such
Holder’s offer and sale of Registrable Securities pursuant to such registration
or qualification (or exemption therefrom) and do any and all other acts or
things reasonably necessary or advisable under Blue Sky laws to enable the
disposition in such jurisdictions of the Registrable Securities in the manner
set forth in the Registration Statement; provided that the Company shall not be
required to (i) qualify generally to do business or as a dealer in any
jurisdiction where it is not then so qualified, (ii) take any action that would
subject it to general service of process in any such jurisdiction where it is
not then so subject or (iii) subject itself to taxation in any such
jurisdiction where it is not then so subject.


 


(h)           Cooperate with the Selling Holders
and Designated Counsel to facilitate the timely preparation and delivery of
certificates representing shares of Registrable Securities sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company; and enable such shares
of Registrable Securities to be in such denominations and registered in such
names as the Selling Holders may reasonably request at least two (2) Business
Days prior to any sale of such Registrable Securities.


 


(i)            Upon the occurrence of any event
contemplated by Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof, as promptly as
practicable prepare and (subject to Section 3(b) hereof) file with the SEC, at
the sole expense of the Company, a supplement or post-effective amendment to
the Registration Statement or a supplement to the related Prospectus or any
document incorporated or deemed to be incorporated therein by reference, or
file any other required document so that, as thereafter delivered to the
purchasers of the Registrable Securities being sold thereunder, any such
Prospectus will not contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.


 


(j)            Prior to the effective date of the
first Registration Statement relating to the Registrable Securities, (i)
provide the Trustee for the Notes and the transfer agent for the Common Stock
with certificates for the Registrable Securities in a form eligible for deposit
with The Depository Trust Company and (ii) provide a CUSIP number for the
Registrable Securities.


 


(k)           During the Effectiveness Period, if
requested in connection with a disposition of Registrable Securities pursuant
to a Registration Statement, make available at reasonable times for inspection
by one or more representatives of the Selling Holders and any attorney or accountant
retained by any such Selling Holders (collectively, the “Inspectors”),
at the offices where normally kept, during reasonable business hours, at such
time or times as shall be mutually convenient for the Company and the
Inspectors as a group, all financial and other records, pertinent corporate
documents and instruments of the Company and its subsidiaries (collectively,
the “Records”) as shall be reasonably necessary to enable them to
exercise any applicable due diligence responsibilities, and cause the officers,
directors and employees of the Company and its subsidiaries to supply all
information reasonably requested by any such Inspector in connection with such
Registration Statement in accordance with this


 


11

















 


Section; provided
that the Company shall have no obligation to provide any such
information prior to the execution by the party receiving such information of a
confidentiality agreement in a form reasonably acceptable to the Company.  Records that the Company determines, in good
faith, to be confidential and any Records that it notifies the Inspectors are
confidential shall not be used for any purpose other than satisfying “due
diligence” obligations under the Securities Act and exercising rights under
this Agreement and shall not be disclosed by any Inspector unless (i) the
disclosure of such Records is necessary to avoid or correct a material
misstatement or material omission in such Registration Statement, (ii) the
release of such Records is ordered pursuant to a subpoena or other order from a
court of competent jurisdiction,  or
(iii) the information in such Records has been made generally available to the
public other than through the acts of such Inspector; provided that prior notice shall be
provided as soon as practicable to the Company of the potential disclosure of
any information by such Inspector pursuant to clause (ii) of this sentence to
permit the Company to obtain a protective order (or waive the provisions of
this Section 4(k)).  Each Inspector
shall take such actions as are reasonably necessary to protect the
confidentiality of such information (if practicable) to the extent such actions
are otherwise not inconsistent with, an impairment of or in derogation of the
rights and interests of the Holder or any Inspector, unless and until such
information in such Records has been made generally available to the public
other than as a result of a breach of this Agreement.


 


(l)            During the Effectiveness Period,
comply with all rules and regulations of the SEC applicable to any Registration
Statement and make generally available to its security holders earning
statements satisfying the provisions of Section 11(a) of the Securities Act and
Rule 158 thereunder (or any similar rule promulgated under the Securities Act)
no later than 45 days after the end of any 12-month period (or 90 days after
the end of any 12-month period if such period is a fiscal year) commencing on
the first day of the first fiscal quarter of the Company after the effective
date of a Registration Statement, which statements shall cover said 12-month
periods.


 


(m)          Cause the Indenture to be qualified
under the TIA not later than the effective date of the first Registration
Statement relating to the Registrable Securities; and in connection therewith,
cooperate with the Trustee and the Holders of the Registrable Securities and
their respective counsel to effect such changes to the Indenture as may be
required for the Indenture to be so qualified in accordance with the terms of
the TIA; and execute, and use all reasonable efforts to cause the Trustee to
execute, all documents as may be required to effect such changes and all other
forms and documents required to be filed with the SEC to enable the Indenture
to be so qualified in a timely manner.


 


(n)           Use its commercially reasonable
efforts to take all other steps necessary or advisable to effect the
registration of the Registrable Securities covered by a Registration Statement
contemplated hereby provided that the Company shall not be required to take any
action in connection with an Underwritten Offering.


 


4A.          Holders’ Obligations. (a) Each Holder agrees, by
acquisition of the Registrable Securities, that no Holder shall be entitled to
sell any of such Registrable Securities pursuant to a Registration Statement or
to receive a Prospectus relating thereto, unless such Holder has furnished the
Company with a Notice and Questionnaire as required pursuant to


 


12

















 


Section 2(d) hereof (including the information
required to be included in such Notice and Questionnaire) and the information
set forth in the next sentence.  Each
Selling Holder agrees promptly to furnish to the Company all information required
to be disclosed in order to make the information previously furnished to the
Company by such Selling Holder not misleading and any other information
regarding such Selling Holder and the distribution of such Registrable
Securities as the Company may from time to time reasonably request.  Any sale of any Registrable Securities by
any Holder shall constitute a representation and warranty by such Holder that
the information relating to such Holder and its plan of distribution is as set
forth in the Prospectus delivered by such Holder in connection with such
disposition, that such Prospectus does not as of the time of such sale contain
any untrue statement of a material fact relating to or provided by such Holder
or its plan of distribution and that such Prospectus does not as of the time of
such sale omit to state any material fact relating to or provided by such
Holder or its plan of distribution necessary to make the statements in such
Prospectus, in the light of the circumstances under which they were made, not
misleading.


 


(b)           The Company may require each Selling Holder of Registrable
Securities as to which any registration is being effected to furnish to the
Company such additional information regarding such Holder and its plan of
distribution of such Registrable Securities as the Company may, from time to
time, reasonably request to the extent necessary or advisable to comply with
the Securities Act.  The Company may
exclude from such registration the Registrable Securities of any Selling Holder
if such Holder fails to furnish such additional information within 20 Business
Days after receiving such request.  Each
Selling Holder as to which any Shelf Registration is being effected agrees to
furnish promptly to the Company all information required to be disclosed so
that the information previously furnished to the Company by such Holder is not
materially misleading and does not omit to state any material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances under which they were made.


 


(c)           Each Holder of Registrable Securities agrees by
acquisition of such Registrable Securities that, upon actual receipt of any
notice from the Company suspending the availability of the Registration
Statement pursuant to Section 3(b) hereof, or upon the happening of any event
of the kind described in Section 4(c)(ii), 4(c)(iii) or 4(c)(iv) hereof (each
Holder agrees to keep any such notice confidential), such Holder will forthwith
discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 4(i) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and it has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such Prospectus thereto.


 


5.             Registration Expenses.


 


(a)           All fees and expenses incident to the
performance of or compliance with this Agreement by the Company shall be borne
by the Company, including, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses of compliance with state
securities or Blue Sky laws, including, without limitation, reasonable fees and
disbursements of its counsel in connection with Blue Sky qualifications of the
Registrable Securities and determination of the eligibility of the Registrable
Securities for investment under


 


13

















 


the laws of such jurisdictions as provided in
Section 4(g) hereof), (ii) printing expenses, including, without limitation,
expenses of printing certificates for Registrable Securities in a form eligible
for deposit with The Depository Trust Company and of printing prospectuses if
the printing of prospectuses is requested by the Holders of a majority in
Amount of Registrable Securities included in any Registration Statement, (iii)
messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance, if the Company
desires such insurance, (vi) fees and expenses of all other Persons retained by
the Company, (vii) internal expenses of the Company (including, without
limitation, all salaries and expenses of officers and employees of the Company
performing legal or accounting duties), (viii) the expense of any annual audit,
(ix) the fees and expenses incurred in connection with the listing of the
securities to be registered on any securities exchange, if applicable, and (x)
the expenses relating to printing, word processing and distributing all
Registration Statements and any other documents necessary in order to comply
with this Agreement.  Notwithstanding
anything in this Agreement to the contrary, each Holder shall pay all brokerage
commissions with respect to any Registrable Securities sold by it and, except
as set forth in Section 5(b) below, the Company shall not be responsible for
the fees and expenses of any counsel, accountant or advisor for the Holders.


 


(b)           The Company shall bear or reimburse
the Holders of the Registrable Securities being registered in a Shelf
Registration for the reasonable fees and disbursements of Designated Counsel.


 


6.             Indemnification.


 


(a)           The Company agrees to indemnify and hold harmless (x) each
Holder (which, for the absence of doubt, for purposes of this Section 6 shall
include the Initial Purchasers), (y) each Person, if any, who controls (within
the meaning of either Section 15 of the Securities Act or Section 20 of the
Exchange Act) any Holder (any of the Persons referred to in this clause (b)
being hereinafter referred to as a “Controlling Person”), (z) the
respective officers, directors, partners, employees, representatives and agents
of any Holder (including any predecessor holder) or any Controlling Person (any
person referred to in clause (x), (y) or (z) may hereinafter be referred to as
an “Indemnified Holder”), against any losses, claims, damages or
liabilities to which such Indemnified Holder may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement or Prospectus, or any amendment or
supplement thereto or any related preliminary prospectus or (ii) the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, in the
light of the circumstances under which they were made; provided that the Company will not be
liable under this Section 6(a), (x) to the extent that any such loss, claim,
damage or


 


14

















 


liability arises out of or is based upon an untrue
statement or alleged untrue statement, or omission or alleged omission made in
any such Registration Statement or Prospectus, or any amendment or supplement
thereto or any related preliminary prospectus in reliance upon and in
conformity with written information relating to any Holder furnished to the
Company by or on behalf of such Holder specifically for use therein, (y) with
respect to any untrue statement or alleged untrue statement, or omission or
alleged omission made in any preliminary prospectus if the person asserting any
such loss, claim, damage or liability who purchased Registrable Securities
which are the subject thereof did not receive a copy of the Prospectus (or the
preliminary prospectus as then amended or supplemented if the Company shall
have furnished such Indemnified Holder with such amendment or supplement
thereto on a timely basis) at or prior to the written confirmation of the sale
of such Registrable Securities to such person and , in any case where such
delivery is required by applicable law and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact made in
such preliminary prospectus was corrected in the Prospectus (or the preliminary
prospectus as then amended or supplemented if the Company shall have furnished
such Indemnified Holder with such amendment or supplement thereto on a timely
basis) or (z) arising from the offer or sale of Registrable Securities during
any Deferral Period, if notice thereof was given to such Holder.  The Company shall notify such Indemnified
Holder promptly of the institution, threat or assertion of any claim, proceeding
(including any governmental investigation) or litigation in connection with the
matters addressed by this Agreement that involves the Company or such
Indemnified Holder.


 


(b)           Subject to Section 6(d) below, the Company agrees to
reimburse each Indemnified Holder upon demand for any out-of-pocket expenses
reasonably incurred by such Indemnified Holder (including fees and
disbursements of counsel chosen in accordance with Section 6(d) below) in
connection with investigating or defending any such loss, claim, damage or
liability, any action or proceeding or in responding to a subpoena or
governmental inquiry related to the offering of the Registrable Securities,
whether or not such Indemnified Holder is a party to any action or proceeding.  In
the event that it is finally judicially determined that an Indemnified Holder
was not entitled to receive payments for legal and other expenses pursuant to
this Section 6, such Indemnified Holder will promptly return all sums that had
been advanced pursuant hereto.


 


(c)           Each Holder agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors and officers and each
Person who controls the Company (within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act) to the same extent as the
indemnity provided in Section 6(a) from the Company to each Holder, but only
with reference to such losses, claims, damages or liabilities which are caused
by any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with information relating to a Holder
furnished to the Company in writing by such Holder expressly for use in any
Registration Statement or Prospectus, or any amendment or supplement thereto or
any related preliminary prospectus.  The
liability of any Holder under this Section 6(c) shall in no event exceed the
proceeds received by such Holder from sales of Registrable Securities giving
rise to such obligation.


 


(d)           In case any suit, action, proceeding (including any
governmental or regulatory investigation), claim or demand shall be brought or
asserted against any Person in respect of which indemnity may be sought
pursuant to Section 6(a) or  (c), such
Person (the “Indemnified Person”) shall promptly notify the Person or
Persons against whom such indemnity may be sought (each an “Indemnifying
Person”) in writing.  No
indemnification provided for in Section 6(a) or  (c) shall be available to any Person who shall have failed to
give notice as provided in this Section 6(d) if the party to whom notice was not
given was unaware of the proceeding to which such notice would have related and
was materially prejudiced by the failure to give such notice.  Nevertheless, the failure to give such
notice shall not relieve the


 


15

















 


Indemnifying Person or Persons from any liability
which it or they may have to the Indemnified Person for contribution or
otherwise than on account of the provisions of Section 6(a) or (c).  In case any such proceeding shall be brought
against any Indemnified Person and it shall notify the Indemnifying Person of
the commencement thereof, the Indemnifying Person shall be entitled to
participate therein and, to the extent that it shall wish, jointly with any
other Indemnifying Person similarly notified, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnified Person and shall pay
as incurred (or within 30 days of presentation) the fees and disbursements of
such counsel related to such proceeding. 
In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel at its own expense. 
Notwithstanding the foregoing, the Indemnifying Person shall pay as
incurred (or within 30 days of presentation) the fees and expenses of the
counsel retained by the Indemnified Person in the event (i) the Indemnifying
Person and the Indemnified Person shall have mutually agreed to the retention
of such counsel, (ii) the named parties to any such proceeding (including any
impleaded parties) include both the Indemnifying Person and the Indemnified
Person and representation of both parties by the same counsel would be
inappropriate due to actual or potential differing interests between them or
(iii) the Indemnifying Person shall have failed to assume the defense of and
employ counsel reasonably acceptable to the Indemnified Person within a
reasonable period of time after notice of commencement of the action.  It is understood that the Indemnifying
Person shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees and expenses of more
than one separate firm for all such Indemnified Persons.  Such firm shall be designated in writing by
Holders of a majority in Amount of Registrable Securities in the case of
parties indemnified pursuant to Section 6(a) and by the Company in the case of
parties indemnified pursuant to Section 6(c). 
The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify the Indemnified Person from and against any loss or
liability by reason of such settlement or judgment.  In addition, the Indemnifying Person will not, without the prior
written consent of the Indemnified Person, settle or compromise or consent to
the entry of any judgment in any pending or threatened claim, action or
proceeding of which indemnification may be sought hereunder (whether or not any
Indemnified Person is an actual or potential party to such claim, action or
proceeding) unless such settlement, compromise or consent includes an
unconditional release of each Indemnified Person from all liability arising out
of such claim, action or proceeding.


 


(e)           To the extent the indemnification provided for in this
Section 6 is unavailable to or insufficient to hold harmless an Indemnified
Person under Section 6(a) or (c) in respect of any losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) referred to therein,
except by reason of the exceptions set forth in Section 6(a) or (c) or the
failure of the Indemnified Person to give notice as required in Section 6(d),
then each Indemnifying Person shall contribute to the amount paid or payable by
such Indemnified Person as a result of such losses, claims, damages or
liabilities (or actions or proceedings in respect thereof) in such proportion
as is appropriate to reflect the relative benefits received by the Indemnifying
Person on the one hand and the Indemnified Person on the other hand from the
offering of the Notes pursuant to the Purchase Agreement and the Registrable
Securities pursuant to any Shelf Registration. 
If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law, then each Indemnifying Person
shall


 


16

















 


contribute to such amount paid or payable by such
Indemnified Person in such proportion as is appropriate to reflect not only
such relative benefits but also the relative fault of the Indemnifying Person
on the one hand and the Indemnified Person on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof), as well as any other relevant
equitable considerations.  The relative
benefits received by the Company shall be deemed to be equal to the total net
proceeds (before deducting expenses) received by the Company under the Purchase
Agreement from the offering and sale of the Registrable Securities giving rise
to such obligations.  The relative
benefits received by any Holder shall be deemed to be equal to the value of
receiving registration rights for the Registrable Securities under this
Agreement.  The relative fault of the
parties shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company on the one hand, such Indemnified Holder on the other, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.


 


(f)            The Company and the Initial Purchasers agree that it
would not be just and equitable if contribution pursuant to Section 6(e) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in Section
6(e).  The amount paid or payable by an
Indemnified Person as a result of the losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) referred to in Section 6(e) shall
be deemed to include any legal or other expenses reasonably incurred by such
Indemnified Person in connection with investigating or defending any such
action or claim or enforcing any rights hereunder.  Notwithstanding the provisions of Section 6(e) and (f), (i) in no
event shall any Holder be required to contribute any amount in excess of the
amount by which the net proceeds received by such Holder from the offering or
sale of the Registrable Securities pursuant to a Shelf Registration Statement
exceeds the amount of damages which such Holder would have otherwise been
required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission and (ii) no Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.


 


(g)           Except as otherwise provided in this Section 6, any
losses, claims, damages, liabilities or expenses for which an Indemnified
Person is entitled to indemnification or contribution under this Section 6
shall be paid by the Indemnifying Person to the Indemnified Person as such
losses, claims, damages, liabilities or expenses are incurred (or within 30
days of presentation).


 


(h)           The remedies provided for in this Section 6 are not
exclusive and shall not limit any rights or remedies that may otherwise be
available to any indemnified party at law or in equity.


 


(i)            The indemnity and contribution agreements contained in
this Section 6 shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of any Holder or any Person controlling any Holder or by or on behalf of
the Company, its officers or directors or any other Person


 


17

















 


controlling the Company and
(iii) acceptance of and payment for any of the Registrable Securities.


 


(j)            No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


7.             Rules 144 and 144A.


 


The Company
covenants that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by
the SEC thereunder in a timely manner in accordance with the requirements of
the Securities Act and the Exchange Act and, if at any time before the
expiration of the Effectiveness Period the Company is not required to file such
reports, it will, upon the request of any Holder, make available such
information necessary to permit sales pursuant to Rule 144A under the
Securities Act.  The Company further
covenants that until the Effectiveness Period has expired, it will use all
reasonable efforts to take such further action as any Holder of Registrable
Securities may reasonably request, all to the extent required from time to time
to enable such holder to sell Registrable Securities without registration under
the Securities Act within the limitation of the exemptions provided by Rule 144
and Rule 144A under the Securities Act, as such rules may be amended from time
to time.  The Company will provide a
copy of this Agreement to prospective purchasers of Registrable Securities
identified to the Company by the Initial Purchasers upon request.  Upon the request of any Holder, the Company
shall deliver to such Holder a written statement as to whether it is subject to
and has complied with such reporting requirements.  Notwithstanding the foregoing, nothing in this Section 7 shall be
deemed to require the Company to register any of its securities pursuant to the
Exchange Act.


 


8.             Underwritten Registrations.


 


No Holder of Registrable
Securities may participate in any Underwritten Registration hereunder.


 


9.             Miscellaneous.


 


(a)           No Inconsistent Agreements.  The Company has not, as of the date hereof,
and the Company shall not, after the date of this Agreement, enter into any
agreement with respect to any of its securities that conflicts with the rights
granted to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof.


 


(b)           Adjustments Affecting Registrable
Securities.  The Company shall not
take any action with respect to the Registrable Securities as a class with the
intent of adversely affecting the ability of the Holders of Registrable
Securities to include such Registrable Securities in a registration undertaken
pursuant to this Agreement.


 


(c)           Amendments and Waivers.  The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given, otherwise than with the prior written
consent of the Company and the Holders of not less than a majority in Amount of
Registrable Securities; provided
that Section 6


 


18

















 


and this Section 9(c) may not be amended,
modified or supplemented without the prior written consent of the Company and
each Holder (including, in the case of an amendment, modification or supplement
of Section 6, any Person who was a Holder of Registrable Securities disposed of
pursuant to any Registration Statement). 
Notwithstanding the foregoing, a waiver or consent to depart from the
provisions hereof with respect to a matter that relates exclusively to the
rights of Holders of Registrable Securities whose securities are being sold
pursuant to a Registration Statement and that does not directly or indirectly
affect, impair, limit or compromise the rights of other Holders of Registrable
Securities may be given by Holders of at least a majority in Amount of
Registrable Securities being sold by such Holders pursuant to such Registration
Statement.  Each Holder of Registrable
Securities outstanding at the time of any amendment, modification, supplement,
waiver, or consent or thereafter shall be bound by any such amendment,
modification, supplement, waiver, or consent effected pursuant to this Section,
whether or not any notice of such amendment, modification, supplement, waiver,
or consent is delivered to such Holder.


 


(d)           Notices.  All notices, requests and other
communications (including without limitation any notices or other
communications to the Trustee) provided for or permitted hereunder shall be
made in writing and delivered by hand-delivery, registered first-class mail,
next-day air courier or facsimile:


 


(1)           if to a Holder of Registrable
Securities, at the most current address of such Holder set forth on (x) the
records of the registrar under the Indenture, in the case of Holders of Notes,
and (y) the stock ledger of the Company, in the case of Holders of common stock
of the Company, unless, in either such case, any Holder shall have provided
notice information in a Notice and Questionnaire or any amendment thereto, in
which case such information shall control.


 


(2)           if to the Initial Purchasers:


 


c/o Deutsche Bank Securities Inc.

60 Wall Street, 10th Floor

New York, New York 10005

Facsimile No.:  (212) 797-4496

Attention:  General Counsel


 


with
copies to:


 


Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

Facsimile No.:  (213) 687-5600

Attention:  Nicholas P. Saggese


 


(3)           if to the Company:


 


Kerzner International Limited

Coral Towers, Paradise Island

The Bahamas


 


19

















 


Facsimile No.: (212) 659-5196

Attention: Associate General Counsel


 


All such notices, requests
and communications shall be deemed to have been duly given: when delivered by
hand, if personally delivered; the earlier of the date indicated on the notice
of receipt and five (5) Business Days after being deposited in the mail,
postage prepaid, if mailed; one Business Day after being timely delivered to a
next-day air courier; and when the addressor receives facsimile confirmation,
if sent by facsimile during normal business hours, and otherwise on the next
Business Day during normal business hours.


 


(e)           Successors and Assigns.  This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties hereto,
including the Holders; provided
that this Agreement shall not inure to the benefit of or be binding upon a
successor or assign of a Holder unless and except to the extent such successor
or assign holds Registrable Securities.


 


(f)            Counterparts.  This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, including
via facsimile, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


(g)           Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


 


(h)           Governing Law.  THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 
EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE
FEDERAL AND NEW YORK STATE COURTS SITTING IN MANHATTAN, NEW YORK CITY, THE
STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.


 


(i)            Severability.  If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms,
provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
the parties hereto shall use their best efforts to find and employ an
alternative means to achieve the same or substantially the same result as that
contemplated by such term, provision, covenant or restriction.  It is hereby stipulated and declared to be
the intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may
be hereafter declared invalid, illegal, void or unenforceable.


 


(j)            Securities Held by the Company or
Its Affiliates.  Whenever the
consent or approval of Holders of a specified percentage in Amount of
Registrable Securities is required


 


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hereunder, Registrable Securities held by the
Company or its affiliates (as such term is defined in Rule 405 under the
Securities Act) other than the Initial Purchasers or Holders deemed to be
affiliates solely by reason of their holdings of such Registrable Securities
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


 


(k)           Third-Party Beneficiaries.  Holders of Registrable Securities are
intended third party beneficiaries of this Agreement and this Agreement may be
enforced by such Persons.


 


(l)            Entire Agreement.  This Agreement, together with the Purchase
Agreement and the Indenture, is intended by the parties as a final and
exclusive statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts,
understandings, correspondence, conversations and memoranda between the Initial
Purchasers on the one hand and the Company on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in
interest or successors in interest with respect to the subject matter hereof
and thereof are merged herein and replaced hereby.


 


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IN WITNESS
WHEREOF, the parties have executed this Registration Rights Agreement as of the date first written
above.


 


	
   

  	
  KERZNER INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  John R. Allison

  	
   

  
	
   

  	
   

  	
  Name: John R. Allison

  
	
   

  	
   

  	
  Title: Executive Vice President—Chief
  Financial Officer

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK SECURITIES INC. as

  representative of the Initial Purchasers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  A. Drew Goldman

  	
   

  
	
   

  	
   

  	
  Name: A. Drew Goldman

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Arthur Goldfrank

  	
   

  
	
   

  	
   

  	
  Name: Arthur Goldfrank

  
	
   

  	
   

  	
  Title: Director

  



 


 


[Signature Page to Registration Rights Agreement]


 


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